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EXHIBIT 10.5
THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENT
This Amendment dated as of June 30, 1998 is between Bank of America
National Trust and Savings Association (the "Bank") and Williams-Sonoma, Inc.
(the "Borrower").
RECITALS
A. The Bank and the Borrower entered into a certain Letter of Credit
Agreement dated as of June 1, 1997 (as previously amended, the "Agreement").
B. The Bank and the Borrower desire to amend the Agreement.
AGREEMENT
1. Definitions. Capitalized terms used but not defined in this Amendment
shall have the meanings given to them in the Agreement.
2. Amendment. The Agreement is hereby amended as follows:
2.1 The definition of "Expiration Date" is amended to read as follows:
"Expiration Date" means May 31, 1999.
2.2 In Paragraph 2.2 of the Agreement, the amount "Fifty Million
Dollars ($50,000,000)" is substituted for the amount "Thirty-Five Million
Dollars ($35,000,000)."
3. Representations and Warranties. When the Borrower signs this Amendment,
the Borrower represents and warrants to the Bank that the representations and
warranties in Article 5 of the Agreement, as applied to the Agreement as amended
hereby, are true and correct as of the date of this Amendment as if made on the
date of this Amendment;
4. Conditions. This Amendment will be effective when the Bank receives the
following items, in form and content acceptable to the Bank:
(a) Evidence that the execution, delivery, and performance by the
Borrower of this Amendment and any instrument or agreement required under
this Amendment have been duly authorized;
(b) A Guarantor Acknowledgment and Consent in the form attached
hereto.
5. Effect of Amendment. Except as provided in this Amendment, all of the
terms and conditions of the Agreement shall remain in full force and effect.
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This Amendment is executed as of the date first stated above.
BANK OF AMERICA NATIONAL WILLIAMS-SONOMA, INC.
TRUST AND SAVINGS ASSOCIATION
By /s/ Hagop V. Bouldoukian By /s/ W. Howard Lester
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Hagop V. Bouldoukian W. Howard Lester
Vice President Chief Executive Officer
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GUARANTOR ACKNOWLEDGMENT
AND CONSENT
The undersigned, each a guarantor with respect to the Borrower's obligations to
the Bank under the Agreement, each hereby (i) acknowledge and consent to the
execution, delivery and performance by the Borrower of the foregoing Third
Amendment to Letter of Credit Agreement, and (ii) reaffirm and agree that the
guaranty to which the undersigned is party is in full force and effect, and
guaranties all of the obligations of the Borrower under the Agreement, as
amended.
Dated as of June 30, 1998 WILLIAMS-SONOMA STORES, INC.
By /s/ Jerry S. B. Dratler
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Jerry S. B. Dratler
Assistant Secretary
HOLD EVERYTHING, INC.
By /s/ Jerry S. B. Dratler
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Jerry S. B. Dratler
Assistant Secretary
CHAMBERS CATALOG
COMPANY, INC.
By /s/ Jerry S. B. Dratler
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Jerry S. B. Dratler
Assistant Secretary
GARDENER'S EDEN, INC.
By /s/ Jerry S. B. Dratler
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Jerry S. B. Dratler
Assistant Secretary
POTTERY BARN EAST, INC.
By /s/ Jerry S. B. Dratler
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Jerry S. B. Dratler
Assistant Secretary
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